Back on the Horse
by TwiggySamp
Summary: Set in season 6, during the episode: And the Tease Time. My idea of what could have happened when Caroline got home after the Burlesque class. Some silly puns and referances to the episode, and a lot of just plain SMUT.
1. Chapter 1

_**Not what I was expecting to upload as my first Fic, but It will do nicely. This is my first uploaded Fic, not my first attempt, that Fic may be uploaded, I don't know yet, see if I can get it running as I hope it to. Thank you to Gamby004 for the encouragement, I needed it.**_

 _ **I accept any criticism, especially if it is constructive. I am NOT a writer, this is very new to me, so please be gentle lol.**_

 _ **I may add more chapter's in time, I'm not sure what I want to do with this Fic yet.**_

 _ **Disclaimer: I do not own 2 Broke girls or the character's of Max Black and Caroline Channing.**_

 _ **Back on the Horse.**_

The front door opened and Caroline blew in 'You should have stayed, Max. It was an amazing class.' she said with a wide smile

'It was... something.' Max dead panned, as the blond threw he jacket onto the sofa,

Caroline started to walk over to the chair Max was sitting in by the kitchen. 'The teacher said I was a natural'.

Max grinned 'Not a natural blonde, that's for sure'.

Ignoring the barb, Caroline continue 'Let me show you what I learnt' as she strut close to her room mate. She stop's in front of the raven-haired woman, then dips sexily between her friends legs, before slowly standing back up.

'Not what I was expecting to happen tonight... ' Max said out loud. 'But I'm good, right' Caroline ask matter of factly.

She turns around, then bends forward, draping her hair in front of her, before once again slowly straightening up.

'So the class was a Lap Dance class after all.' Max smirked.

Caroline smiled before she sat into Max's lap, who shrugs and raps her arms around her friend pulling her into a deep kiss.

'what was that?' Caroline asked breathing heavily.

'I decided that your right' Max said. 'And after 6 years of having to see your vagina bed, I thought it was time for the real thing.' she said as she rubbed her right middle finger over her friends entrance. Caroline exhaling heavily, struggling to breath through the sensation.

'Fuck it.' Caroline turns in her friends lap and leans down into another deep kiss.

After a few hot and heavy minutes, Max stands up, carrying her partner bridal style heading over to the sofa. Placing the blond softly down planting another kiss on her ruby lips, she starts removing the blonds angle warmers and high heels. 'I've always had a thing for nylons, I love to wear them myself, they feel sexy' she says as she rubs her hands over the other woman's long, luxurious legs, Kicking off her own shoes as she goes.

Moaning softly with pleasure, Caroline rests her head back on the sofa. 'Ohh Max, your hands are so soft.'

Max slowly rubs her hands up the side of Caroline's body, dragging up her sweater as she goes, pulling it over the blonds head before throwing it onto the floor, quickly followed by her own.

Looking down at the sight before her, Max smiles content in the idea she chose right when Caroline smiled back up at her.

Caroline reaches up, putting her hand behind her lover's head, pulling her down into a passionate kiss. 'You look beautiful in that pink leotard, Caroline.' Max confessed. 'Aww, thank you' Caroline smiled back, 'I'm glad someone finally noticed.' she added playfully.

'It's time you were out of it, leave the pantyhose on' Max smirked lustfully. Caroline looks Max up and down, 'You can get out of your cloth's as well, I think they are starting to rub off on you.' they both grinned at the comment, before starting to undress.

Within a few short minutes, both were in nothing but their underwear, Caroline wearing a pink bra and the shiny pantyhose, while Max was wearing a lacy black bra and panties set.

'Black lace, Max? I think you had this planned all the long.' Caroline grinned at her blushing partner. 'Speak for yourself, going commando tonight in crotchless pantyhose, who were you hoping to have sex with?'

'No one.' Caroline answer coyly, beckoning her friend.

'Let's move this to the bed, shall we.' Max asked.

Caroline chuckled slightly, 'I was starting to wonder which you one wanted to get into first, now I know.', she then reaches for the handle and pulls down the bed, before laying across it in as sexy a pose as she can muster.

'That new pink bra looks great on you.' Max sits on the bed in front of the blond, running her eyes over the sight before her asking softly 'You've never slept with another woman before, have you? And I don't mean the time we had phone sex a couple of years ago.'

Caroline blushed at the memory, 'I'd forgotten about that.' she paused a minute. 'I kissed one of my friends in college once, but that was about it.'

Max smirked 'Good, I like virgins' she kissed the blond deeply, pushing her onto her back. After a few seconds, she breaks away, and starts to kiss the woman's neck, down to her collar bone.

'Ohh fuck.' Caroline moans out as she rubs her hands over her partners body.

Max slowly carries on kissing the blonds body, between her breasts, and down her stomach, stopping just above her most intimate area.

Max looks up at her friend 'Your really up for this, Caroline, your soaking wet.' breathing heavily, Caroline looks down at her 'Can we slow down a little, I'm not quite ready yet.' Reluctantly, Max agrees 'We can go slow.' straddling her friend, returning to deep, passionate kisses.

After what felt like hours of kissing, Max sits up, pulling Caroline with her, entwining their bodies closer than ever. She then reaches behind her partners back and unhooks the pink bra dropping it to the floor, revealing her pert breasts, nipples erect with excitement.

'Very nice, a little small, but still nice' Max smirks. Caroline blushes slightly, 'We can't all have air bags on our chest like you.' the blond retorted slyly, before yelping as the Raven-haired woman's hands squees' her breasts. 'Fuck, your hands are so strong.'

Max bends forward and licks Caroline's left nipple, causing her tp jump at the sensation, as waves flow through her body.

'Max...' Caroline pants 'I'm ready. I'm ready.' The dark-haird woman smiled, planted another kiss on her friends ruby lips, then start kissing a line down her body, over her breasts, down her toned stomach and stopping at her thighs.

'You did say you were ready.' Max chuckled as she got close to her prize. She runs her fingers over the blonds clit, then swaps for her tongue. Caroline shudders at the sensation, moaning and panting as the dark-haired woman continued to stimulate her entrance.

Within a minute, Caroline starts to shake as she reaches her climax 'Fuck, Max, I'm cumming, I'm cumming. Oh Fuck!' she screamed as she releases her pent up sexual frustration.

Max raises her head so she can see Caroline, cum covering her lips 'Well that didn't take long'. Breathing very heavily, Caroline explains 'It's been a while since I last had sex, and even longer since someone has touched me like you.' Max climbs on top of her partner, kissing her again, deeply.

'Hmm' Caroline moans out. 'You do taste good' Max confirmed. 'But I'm not done with you yet. But I think these Pantyhose might be.'

Max then heads back to Caroline's crotch tracking a line down her body with her finger, then over her clit, and around her vaginal lips. 'This might hurt a little at first.' Max then pushes her middle finger into her partner causer her to jump with the sensation. She slowly thrusts her finger in and out causing more and more pleasure.

'Wow Max! that feels so fucking good.' Caroline moans out, panting harder than before. 'Faster, fuck me faster, Max.' she arches her back just as Max rubs her clit with her tongue again, sucking and licking her entrance. 'That's it, Fuck, don't stop... More, Fuck.' Max thrusts her finger faster and harder into her lover. Caroline massages her breasts, as wave after wave of pleasure courses through her body, reaching levels she never knew were possible. A few more thrusts, and Max thrusts in her ring finger to join the first, sending ripples through the blonds already shaking body.

After what felt like an hour of pleasure, Caroline once more reaches climax. 'Fuck... I can't take any more... Fuck!' she screams again as she cums hard.

'Max, come here.' Caroline breathed out as she recovers from the sensations surging through her. Max slowly crawls up to meet her face to face, as Caroline kisses her harder than she has before. 'Now it's your turn' she smirks and she breaks from the Raven-haired woman, pushing her up, once again entwining their bodies.

'I want those boobs' Caroline smiled, she reaches behind Max and unhooks the clasp, before pulling the straps over her shoulders, leaving the bra to fall onto the bed. 'wow! Their magnificent, Max', Caroline stairs for a few seconds before slowly reaching up with both hands and squeezing the luscious mounds before her.

'Their so soft.' Caroline smiled. 'Yea, but they can be a handful.' Max chuckled. Caroline leans forward, kissing Max's left nipple, causing her to moan out in pleasure.

Caroline twists, laying Max onto the bed, with climbing on top. 'I've always been a cunning linguist' Caroline said seductively, the blond then moves down between her friends legs, putting her fingers into the waistband of her black panties, pulling them over her hips, down past her knees and off, dropping them onto the floor with the rest of their cloths.

Caroline kisses her way up her friends legs, stopping at her thighs, and pauses for a second, before kissing the raven-haired's clit, causing her to shudder. After a few minutes, 'Wow, Caroline, you've learnt fast' Max moans out. 'Well, I did go to Wharten.' Caroline smirked as she looked back to her partner.

'If you want to use your tongue, you have a better task in front of you' Max jokes running her hands through Caroline's golden hair. Caroline chuckles before returning to what she was doing, and that was her best friend.

'Fuck, faster Caroline... Oh, fuck!' waves of pleasure rippled through Max, squeezing her breasts just adding to the feeling. 'I'm cumming... Fuck, faster, yes, ohh good, fuck yes.' Max reaches climax, shuddering as she pulls away, letting the pleasure coarse through her.

Caroline lays on the bed next to her room mate, watching as she comes down from the orgasm ripping through her. 'I guess Sophie was right, as one pair of legs close, another opens.' Caroline smirked to her lover, who rolls her eyes in retort.

Max once more plants a kiss on the ruby lips she has hungered for all night 'I'm tired, can we just cuddle for a while.' Caroline looks at her with bemusement. 'Sure.' Caroline turns onto her right side as she slides in close to her friend, who places her arm over her, drawing circles on her stomach and around her navel.

Within minutes, both woman had fallen off to sleep, rapped in each others arm.

 _ **The next morning.**_

The pair of lovers started to stir, 'Morning, Caroline' Max breathed softly. 'Morning, Max' Caroline smiled shyly as she snuggled further down into the dark-haired woman's arms.

'You said yesterday you wanted us to have sex together, guess you got your way.' Caroline smirked at the memory, 'That's not what I meant, and you know it.' 'Yes, but you enjoyed it' Max said as she rubbed her finger over her friends clit causing a shudder. 'Fuck. Yes I did, very much'

'Were not done yet' Max whispers as she thrusts her finger into her partner. Caroline gasps at the sudden escalation. 'Oh Fuck, Max.' the raven-haired woman starts rubbing her thumb over the blonds clit while still thrusting her finger in and out. Max kisses down Caroline's neck and across her shoulder, heightening the pleasure, and intimacy.

'Oh good, I'm cumming.' Caroline pants out as she reaches climax, body shuddering. 'your going to need to throw out those pantyhose, now' Max chuckles. 'Maybe I'll go buy some more, they have Cum! In useful.' Caroline sniggers at her pun, 'I wonder if that lingerie store we went to has any' she questions as she turns to face her friend.

'Speaking of, your pink Granny Panties are still in the box over on the table' Max stares into the blonds eye. 'Maybe I'll wear the set to work to day, just for your, Max' Caroline smiles as she kisses Max once more.


	2. Chapter 2: Quickie after Work

_**This chapter is rather self explanatory, continuing from the last.**_

 _ **I have some thoughts for more chapter's, but any ideas would be very appreciated. I do have an idea for a special chapter, it won't be smut, but will continue what I'm trying to make. I want to add a couple more chapter's before it get to it though.**_

 _ **I'm not 100% about this chapter, it covers what I wanted it to, so I'm happy.**_

 _ **Chapter 2: Quickie after work.**_

 **The Cupcake Shop.**

Max picks up a glass from a table, cleaning up the final remnants of the nights customers.

'Max. Can you come into the kitchen please.' Caroline calls. She walks into the kitchen, looking around for the voice that called her. 'What do you want, Caroline?'

Caroline slinks around the corner from the small store room, wearing only her new pink bra and panties set, and her usual nude heels 'I want you, Max'.

'What's happened to you, Caroline!' Max questions. Caroline smiles 'You happened, Max. Last night was amazing, and I want more!' she replied sultry.

Caroline slowly struts towards her friend. 'How about a quickie, before we go home.' she says as she she places her hands on Max's hips, and leans in for a kiss.

Max moans as she melts into the kiss before breaking away, 'What if someone walks in on us?' 'Would that be such a bad thing?' Caroline asks with a smirk. Max smiles back at her friend, 'Your a little freak.' she answers as she kisses the blond deeply.

'You go and lock the front door, and I'll lock this one.' Caroline states as she heads to the adjoining door with the Diner. Max walks to the front door, a silly grin plastering her face as she locks the it.

As the front door locks, Caroline quickly grabs Max's breast's and kisses her neck playfully. 'So, where would you rather, the bench's, or we can use the floor' Caroline asks as she massages the dark-haired woman's breast's. 'Ohh god!' Max moans out 'Let's try the bench's' she says as she spins in her lover's arms.

Caroline kisses Max once more, before moving them both over to the closest bench, pushing the tables and chairs out of the way as they do. 'I'll go first this time' she says lustfully as she pushes her friend down onto the bench.

Caroline leans in for another passionate kiss. Running her hands down Max's side, eliciting a shudder and a moan. Curling her fingers under the hem of Max's shirt, pulling it up and over her head, throwing it across the room.

The two women again kiss deeply, as Caroline reaches behind her friends back, unhooking her bra letting it drop over her shoulders, then throwing it across the room with the shirt.

'Hmmm, I don't think I will ever get used to those.' Caroline breaths, staring at Max's now exposed breasts. Reaching out, she squeezes the raven-haired woman's breasts, massaging both as Max moans out in pleasure 'Ohh Caroline... your getting really good at this... Fuck!' Max screams out as the blond kisses her right nipple, nibbling slightly.

'Practice makes perfect.' Caroline smiles up at her partner. Max lays onto her back as Caroline slips her fingers into the waste band of her pants, quickly pulling them off along with her panties, dropping them both somewhere on the floor along with the rest of the cloths.

Caroline slowly kisses up her partners leg, causing her to moan with excitement. 'Your more turned on than I am, Max.' Caroline smirks at her friends wetness, she runs her finger over Max's clit and down her entrance before thrusting inside her. 'Fuck!' Max pants at the sensation, Caroline slowly slips her finger out, then thrusts it back in sharply, eliciting more panting, before slowly increasing the speed.

'Ohh! Fuck.. That feels so good, Harder!' Caroline thrusts in a second finger, cause Max to jump sharply, as she uses her tongue, licking her clit causing waves of pleasure to wash over her partner.

Max runs her fingers through the blond's hair, encouraging her along. 'Ohh Fuck, Yes! Caroline, I'm cumming, I'm cumming... Fuck!' she screams out hitting climax, as pleasure washes through out her body, causing her to shake.

Caroline sits back of the bench, watching as her friend come down from her orgasm. 'That was amazing, Caroline!' Max breaths out as she sits up to meet her partner. 'My turn.' Max whispers lustfully, as she kisses the blond with more passion than ever before, gently laying her onto her back.

After what felt like a life time for both women, Max runs her hands over Caroline's breasts, then slides her hands behind the blond back, puling her up slightly, and unhooks her Pink bra, throwing it across the room.

Max starts to kiss down Caroline's breast bone and down her stomach. Sliding her fingers into her Pink panties, before pulling them off sharply, adding them to the pile of discarded cloth's.

'You've done some landscaping, is see.' Max smirks up at her partner. 'I always liked a landing strip' she adds as she kisses down it, stopping at the blond's clit. Caroline moans with enjoyment as sensations lap over her.

Without warning, Max quickly thrusts her tongue into the blond, who jolts sharply. 'Woah! I...' Caroline moans out, as she squeezes her breast in excitement. Within minutes, she starts to shudder as she hits her climax, 'Ohh Fuck! Max!...' Caroline pants harder and harder, massaging her breasts, escalating the feeling. 'I'm cumming... Don't stop... Fuck!' she screams out.

As Caroline comes back down from her orgasm, Max crawls on top of her, planting a deep, loving kiss on the blond's ruby lips. 'How was that for a quickie?' Max smiles at her best friend. 'More than I could have imagined.' the blond answers, looking deeply into her partners eyes.

'Now we need to find our cloths.' Caroline laughed, looking around the room at the mess they had created.


	3. Chapter 3: Solo Adventure

_**For the most part, I am happy with this chapter, I was hoping for more, but I think I've done the most I can with it. I did want to pad it out more, but it just felt weird.**_

 _ **Let me know what you think, criticism is always welcome, especially if it is constructive.**_

 _ **Chapter 3: Solo Adventures.**_

 **Caroline alone in the apartment.**

Caroline looks around the empty apartment. 'Hmm, what am I supposed to do all night.' A wry smile crosses her lips, as she eyes the door the other side of the room. 'Max likes to walk around the house naked, why can't I' Caroline asks herself.

Glancing over to the door again, she quickly strolls forward, twisting the lock, bolting it shut. Biting her lower lip as she turns around, she slowly heads for her bed.

Grabbing the bottom of her usual grey pyjama top, Caroline pauses briefly, second guessing herself, before quickly pulling it up over her head and dropping it onto the bed next to her.

Running her fingers through the hem of the pyjama shorts, pushing them down to the floor, then steps out of the frilly grey shorts, leaving the blond in just a pair of white panties and a matching bra.

Looking around the room once more, making sure everything was closed, Caroline reaches behind her back, unhooking her bra and threw it onto the bed, before quickly dropping her panties, and adding them to the growing pile of cloths on her 'Vagina' bed, leaving her naked in the middle of the apartment.

Slowly strutting around the room, smirking proudly with herself, Caroline pauses to think, 'Max has a full length mirror in her room, I've always wondered why' Caroline smiles widely at her thought, 'I think I now know what she does with it'.

Running into the bedroom of her friend, she stops in front of her prize, Surveying her body from head to tow.

'Not to blow my own horn, But I look good' Caroline exclaims matter-of-factly, 'My boobs are kind of small' she says grabbing her breasts, 'at least my butt is great.' she adds turning to her left to view her behind in the mirror.

'This whole thing is starting to turn me on.' Caroline says as she slowly runs her hands over her body and down to her crotch, smiling. 'I'm getting a little wet.' she adds rubbing her fingers over her entrance, stopping at her clit, causing a slight shudder.

Peeking over her shoulder, she looks at Max's bed, a wry smile crossing her lips. 'Max isn't home, I can have a little bit of fun' she says as she turns, heading for her room mates bed, pulling the covers off, and laying down.

Caroline starts running her hand across her body, over her breasts and down her stomach to her thighs spreading her long luscious legs, before gently rubbing across her entrance, shuddering from the excitement.

Reaching up with her right hand, the blond softly starts to massage her breast, while gently rubbing her clit, causing her breathing to increase. Panting heavily as she increases the pace, arching her back as sensations wash over her body.

Stopping abruptly, Caroline turns onto her side as she reaches over to the night stand, opening the draw and removing a small pink vibrator, 'I knew she was hiding one of these in here.' Caroline smiled to herself.

Making herself comfortable again on the bed, the blond turns on the device, 'Ohh' she smiles at the though of what is in front of her. Gently rubbing the vibrator over her entrance, Caroline jumps at the new sensations, causing her back at arch. Using her right hand to massage her breasts as she softly rubs the vibrator over her clit.

Minutes pass as more waves wash through her body, before strongly thrusting the vibrator into her vagina 'Ohh Fuck!' Caroline moans out, panting more and more, thrusting the vibrator in and out as sensations rise higher, 'Ohh God!...' Caroline pants out 'Fuck! Ohh Max!' arching her back as she reaches climax, gripping the sheets with her hand.

Waves of pleasure rip through her, her body shaking with enjoyment. After what felt like an age, Caroline relaxed into the bed as the sensations die down, quickly drifting into the sweet embrace of slumber.

 _ **AN: Next chapter should be a bit of a special on, something different from the three previous. I want to make more out of this Fic than just sex, something bigger and hopefully better.**_


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